Crawford Door Sales Co., Inc.

National Labor Relations Board - Board Decisions

Nov 24, 1976

226 N.L.R.B. 1144 (N.L.R.B. 1976)

1144 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
Crawford Door Sales Company, Inc. and Cordes Door
Company, Inc. and Carpenters ' District Council of
Miami , Florida, and Vicinity . Case 12-CA-6779
November 24, 1976
DECISION AND ORDER
BY CHAIRMAN MURPHY AND MEMBERS FANNING
AND JENKINS
On January 13, 1976, Administrative Law Judge
John M. Dyer issued the attached Decision in this
proceeding. Thereafter, the Respondents filed excep-
tions and a supporting brief. The General Counsel
filed limited cross-exceptions and a supporting brief,
and the Charging Party filed a brief in support of the
Administrative Law Judge's Decision.
Pursuant to the provisions of Section 3(b) of the
National Labor Relations Act, as amended, the Na-
tional Labor Relations Board has delegated its au-
thority in this proceeding to a three-member panel.
The Board has considered the record and the at-
tached Decision in light of the exceptions and briefs
and has decided to affirm the rulings, findings, and
conclusions of the Administrative Law Judge to the
extent consistent herewith, and to adopt his recom-
mended Order as modified.
We agree with the Administrative Law Judge's
findings and conclusions that Respondent Crawford
violated Section 8(a)(5) and (1) of the Act by refusing
to execute the contract negotiated on its behalf by
Crawford's designated bargaining representative. We
also agree that Respondent Crawford further vio-
lated Section 8(a)(5) by dealing directly with its em-
ployees and by unilaterally changing their terms and
conditions of employment in derogation of the con-
tract which was then binding on Respondent Craw-
ford. Finally, we find, as did the Administrative Law
Judge, that Respondent Crawford violated Section
8(a)(3) of the Act by imposing unlawful terms and
conditions of employment on all of its employees
and that the nine employees who chose to forego
their employment rather than accept these unlawful
conditions were thereby constructively discharged
also in violation of Section 8(a)(3) of the Act.
As explained more fully in his Decision, the Ad-
ministrative Law Judge found that Respondent
Crawford, through its vice president, Michael
Cordes, committed these unfair labor practices pri-
marily to benefit Crawford's successor, Respondent
Cordes Door Company, which is owned by Michael
Cordes and his wife, Adelaide. Furthermore, al-
though Respondent Cordes was not a party to these
unfair labor practices, its principal owner and chief
officer was. Therefore, as the Administrative Law
Judge concluded, Respondent Cordes should share
with its predecessor responsibility for remedying
these unfair labor practices. We agree.'
The Administrative Law Judge also found that Re-
spondent Cordes was not Respondent Crawford's al-
ter ego because in his view identical corporate owner-
ship is the sine qua non of alter ego status. We
disagree. Clearly each case must turn on its own
facts, but generally we have found alter ego status
where the two enterprises have "substantially identi-
cal" management, business purpose, operation,
equipment, customers, and supervision, as well as
ownership. See, e.g., Marquis Printing Corporation,
213 NLRB 394 (1974). Clearly, those criteria have
been met here. With regard to ownership, we note
that Respondent Crawford was owned by Cleon
Cordes and his wife Ann, president and secretary-,
treasurer, respectively, who together held a 67-per-
cent interest. Their sons, Charles and Vice President
Michael, together held the remaining 33-percent in-
terest. In April 1975, Respondent Crawford's officers
and directors adopted a 12-month liquidation plan
which permitted Michael Cordes to continue the
business as Respondent Cordes. Under the terms of
the plan, Cleon and Ann Cordes retained title to the
real property used by Respondent Crawford, but
later they leased it to Respondent Cordes. As stated,
Michael Cordes is Respondent Cordes' president and
majority shareholder; his wife, Adelaide, is secretary-
treasurer and owns the remaining issued shares.
Michael's brother, Charles, is vice president.
In sum, it is apparent that both Respondents at all
times material were wholly owned by members of the
Cordes family and never lost their character as a
closed corporation. In these circumstances, we find
that ownership and control in both enterprises is sub-
stantially identical. In view of the foregoing, and the
other factors which reveal common business purpose,
management, operations, equipment, customers, and
supervision, we find that Respondent Cordes is the
alter ego of Respondent Crawford.
REMEDY
The Administrative Law Judge found that the Re-
spondents violated Section 8(a)(3) and (1) by unilat-
erally imposing unlawful terms and conditions of
employment on all of its 13 unit employees, 9 of
whom were constructively discharged because they
refused to accept such unlawful terms and condi-
tions. To remedy the discriminatory conduct prac-
1 See e g , N L R B v New Madrid Manufacturing Company, et a!, 215
F 2d 908 (C A 8, 1954), enfg. as modified 104 NLRB 117, 118, 122-123
(1953)
226 NLRB No. 174
CRAWFORD DOOR SALES COMPANY 1145
ticed against all 13 employees, the Administrative
Law Judge recommended that backpay liability be
apportioned in the following manner : Respondent
Crawford was liable for backpay from April 2
through July 31, 1975, when it terminated its opera-
tions; and Respondent Cordes was liable for back-
pay beginning on July 1, 1975, when it began opera-
tions, until the 13 employees are reinstated to their
former positions or, if such positions no longer exist
to substantially equivalent positions, without preju-
dice to their seniority or other rights and privileges.
He further recommended that these 13 employees
should be so reinstated and made whole for lost pay
that they would normally have received from April 2,
1975, according the formula prescribed in F. W
Woolworth Company, 90 NLRB 289 (1950), and with
interest as set forth in Isis Plumbing & Heating Co.,
138 NLRB 716 (1962).
We adopt his recommendations except with regard
to the apportioning of the backpay liability. It is set-
tled that the proper remedy in such successorship
cases is joint and several liability. Golden State Bot-
tling Company, Inc. v. N.L.R.B., 414 U.S. 168 (1973).
ordered to post this notice and to abide by what we
say in this notice.
WE WILL NOT discharge or otherwise discrimi-
nate against our employees by imposing illegal
conditions of employment on them and by tell-
ing them they can only work as nonunion em-
ployees.
WE WILL offer immediate and full reinstate-
ment to all 13 unit employees who were in our
employ on April 2, 1975, and will make them
whole for any loss of pay or benefits they suf-
fered because of our discrimination against
them.
WE WILL, sign, honor, and apply the contract
negotiated by the Carpenters' District Council
of Miami, Florida, and Vicinity which became
effective April 1, 1975.
WE WILL NOT in the above or any other man-
ner interfere with, restrain, or coerce employees
in the exercise of rights guaranteed under Sec-
tion 7 of the Act.
CRAWFORD DOOR SALES COMPANY, INC.
ORDER
Pursuant to Section 10(c) of the National Labor
Relations Act, as amended, the National Labor Re-
lations Board adopts as its Order the recommended
Order of the Administrative Law Judge as modified
below and hereby orders that the Respondents,
Crawford Door Sales Company, Inc. and Cordes
Door Company, Inc., Hialeah, Florida, their officers,
agents, successors, and assigns, shall take the action
set forth in the Administrative Law Judge's recom-
mended Order as herein modified:
1. Delete paragraph 1(b) and substitute the follow-
ing:
"(b) Discharging or otherwise discriminating
against unit employees by imposing illegal terms and
conditions of employment on them."
2. Substitute the attached notice for that of the
Administrative Law Judge.
APPENDIX
NOTICE To EMPLOYEES
POSTED BY ORDER OF THE
NATIONAL LABOR RELATIONS BOARD
An Agency of the United States Government
Following a hearing in which all parties had the op-
portunity to participate and offer evidence, it has
been found that we violated the Act. We have been
DECISION
STATEMENT OF THE CASE
JOHN M. DYER, Administrative Law Judge- Carpenters
District Council of Miami, Florida and vicinity, herein
called the Union or Charging Party, filed a charge on May
12, 1975,1 against Crawford Door Sales Company, Inc.,
herein called Crawford or Respondent Crawford, alleging
that Crawford had violated Section 8(a)(1),(3) and (5) of
the Act , as amended.
A complaint and notice of hearing was issued by the
Regional Director of Region 12 on July 31 and alleges in
addition to the standard jurisdictional allegations that
Cordes Door Company, Inc., herein called Cordes Door or
Respondent Cordes, is the alter ego and/or successor of
Respondent Crawford and that they are affiliated busi-
nesses with common ownership and control , a common
labor relations policy, operating the same type of business,
producing the same type of product , and utilizing the same
type of employees at the same location. The complaint al-
leges that Respondent Crawford was a party to a collec-
tive-bargaining agreement which ran from April 1, 1972,
until March 31, 1975, and that it had been advised by the
Union in January 1975 that the Union was reopening the
contract. Negotiations were commenced between the
Union and the Builders Association of South Florida, of
which Respondent Crawford was a member, and agree-
ment was reached on a new contract which was ratified by
the union members on April 1, for a 1-year period. It is
alleged that Respondent Crawford attempted to withdraw
from the Builders Association of South Florida , hereinafter
1 Unless specifically stated otherwise the events in this case took place
during 1975
1146 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
called the Association, and sought to notify the Union that
it would not sign a new contract after negotiations had
begun between the Association and the Union which
meant that the notifications came too late to be effective
and that Respondent violated Section 8(a)(5) of the Act by
refusing to sign the new contract. It is additionally alleged
that Respondent Crawford violated Section 8(a)(5) of the
Act by unilaterally changing conditions of employment
and negotiating individually with its employees and vio-
lated Section 8(a)(3) of the Act by discharging those em-
ployees who refused its offer to work on a nonunion basis.
Respondent Crawford and Respondent Cordes deny
that Cordes is the alter ego of Crawford and that there is
common ownership and control of the two corporations
While denying that either has violated the act, they admit
that the Association in late March reached an agreement
with the Union and that after that date, on March 25,
Crawford by letter notified the Union that it would not
sign the new contract or negotiate further with it. They
further admit that in a meeting with the Union on April 2
Michael Cordes, the vice president of Crawford and the
president of Cordes Door, refused to sign the negotiated
contract and stated that Respondent Crawford was going
to operate thereafter on a nonunion basis. Respondents
also admitted that they have declined and refused to com-
ply with the terms of the collective-bargaining agreement
since April 2.
The parties were afforded full opportunity to appear, to
examine and cross-examine witnesses, and to argue orally
at the hearing held in this matter in Coral Gables, Florida,
on October 20, 21, and 22, 1975. Respondents Crawford
and Cordes Door and the Union have each filed briefs
which have been carefully considered.
The two main questions in this case are whether the em-
ployees were constructively or actively discharged during
the meeting of April 2 and 3 and what Respondent Cordes
Door duties are to rectify the unfair labor practices found.
In the specific circumstances of this case where the un-
fair labor practices which will be detailed hereafter were
directly committed by Michael Cordes and were intended
for the ultimate benefit of his successor corporation I find
that the employees were discharged on April 2, 1975, and
that the unfair labor practices in which Respondent Craw-
ford engaged were for the primary benefit of Respondent
Cordes Door and incidentally for Respondent Crawford
and that both Respondent Crawford and Respondent
Cordes Door must rectify those unfair labor practices and
an appropriate remedial order will be entered.
On the entire record in this case including the exhibits
and the testimony offered and my evaluation of the reli-
ability of the witnesses based both the evidence and their
demeanor, and noting that contradictions of fact were mi-
nor I make the following:
FINDINGS OF FACT
I. COMMERCE FINDINGS AND THE UNION'S STATUS
The parties to this proceeding stipulate as follows:
Respondent Crawford, prior to July 1, 1975, was a Flor-
ida corporation with its principal office and place of busi-
ness located at 7445 West Fourth Avenue, Hialeah, Flor-
ida, where it was engaged in the installation and sale of
garage doors. During the year preceding July 1, 1975, Re-
spondent Crawford purchased and received goods and ma-
terials valued in excess of $50,000 directly from points lo-
cated outside the State of Florida.
Respondent Cordes Door, is a Florida corporation with
its principal office and place of business located at 7445
West Fourth Avenue, Hialeah, Florida, where it is engaged
in the installation and sale of garage doors. Respondent
Cordes Door, Inc., was incorporated in Florida on April
17, 1975, and began doing business on or about July 1,
1975. Since July 1, 1975, Respondent Cordes Door has pur-
chased and received goods and materials, which if pro-
jected over a 12-month period of time would be valued in
excess of $50,000, directly from points located outside the
State of Florida.
On the basis of the above stipulated facts I find that
Respondent Crawford and Respondent Cordes Door at the
times material were and are each engaged in commerce
within the meaning of Section 2(6) and (7) of the Act.
Respondents admit and I find that the Union herein is a
labor organization within the meaning of Section 2(5) of
the Act.
11. THE UNFAIR LABOR PRACTICES
A. Background and Facts
Shortly after World War II, Cleon H. Cordes and his
wife Ann started a partnership with her father and mother,
engaging in the garage door sales and installation business.
Several years later the business was incorporated and after
a few years Cleon and Ann bought out her mother and
father. Cleon and Ann had two sons, Michael, who is mar-
ried to Adelaide, and Charles H. Cordes.
After being in the service Michael Cordes started work-
ing in the family business, became a vice president of the
company and bought five shares of the company stock on
a time basis. Thereafter Cleon and Ann Cordes made an
arrangement with their sons whereby each of the sons was
to buy 10 shares of the company stock on a time basis. By
1975 Cleon Cordes owned 30 shares in the company, Ann
Cordes owned 20 shares, Michael owned 15 shares, and
Charles H. had 10 shares.
Crawford door is a garage door which was made by the
Crawford Company. This company was taken over by the
Jim Walther Company and the Crawford door is still pro-
duced and is a well-known door in the garage door busi-
ness. For a number of years Cleon H. Cordes, also known
as Cordie, was the franchised dealer in Crawford garage
doors in the Miami area. In addition to Crawford doors
Respondent Crawford also sold and installed other doors
By the beginning of 1975 the Company had 13 employ-
ees engaged in the installation and service of garage doors.
These employees were covered by a contract with the
Union and were all on checkoff. According to Respondent
Crawford it had entered into a contract with the Union a
number of years ago as a member of the Builders Associa-
tion of South Florida. It had joined that Association and
had delegated to it the responsibility for negotiating with
CRAWFORD DOOR SALES COMPANY 1147
the Union. Respondent Crawford had thereafter signed the
negotiated contracts. The last one it signed was effective
from April 1, 1972, to March 31, 1975.
Cleon H. Cordes suffered one or two heart attacks in late
1974 and his wife Ann suffered two heart attacks either in
latter 1974 or the early part of 1975. Ann was in the hospi-
tal during the early months of 1975, where her condition
was diagnosed as an incurable heart problem. According to
her testimony, during the first part of 1975 and including
February, she worked only I or 2 days a week and grad-
ually returned to the business in March.
During December 1974, Cleon and Ann Cordes and
their son Michael had several conversations regarding the
future of the Company. According to his testimony, Mi-
chael was eager to take over the Company from his parents
because of their poor health and desired them to either
retire or go into semiretirement. When he was not con-
vinced that they were going to retire, he and his wife Ade-
laide bought a lot in Lake Placid, Florida, with the idea
that they might start a small business of the same type in
that area. Nothing more was done in that regard since his
parents, particularly after Mrs. Cordes' problems in Janu-
ary and February, became convinced that they should ease
themselves out of the business. In February or March they
began to talk more earnestly about the possibilities of liqui-
dating the business with the idea that, from his share of the
liquidation, Michael might be able to continue the business
on a somewhat reduced scale.
By 1975, Mike Cordes had worked at Crawford for 6
years and as vice president had overseen the crews through
Dispatcher Walter Dziedzic, ordered merchandise, estab-
lished inventory controls, been involved in sales and esti-
mates, and generally had involved himself in all phases of
the business. During his parent's illnesses he had run the
business . Other than the March 25 letter to the Union from
Cleon Cordes, there is no evidence that anyone other than
Mike Cordes handled labor relations or other policy mat-
ters on a continuous day-to-day basis for Crawford in
1975.
John Hickey, the secretary -treasurer of the Union and
the official responsible for its administration, said that the
Union sent out some 1,200 letters using its addressograph
system to the various builders associations and to all the
contractor signees of the union contract in January, notify-
ing them that the Union would renegotiate the contract
expiring in March. He testified that the addressograph still
contained an addressograph plate for Crawford Door Sales
Company shortly before the hearing in this matter and that
in the normal course of business the letter advising that
Company that the Union was reopening the contract
would have been sent to them and they would have re-
ceived it in latter January or the first part of February.
Mrs. Ann Cordes testified that she searched the records
and could not find a copy of this letter. Recalling that Mrs.
Cordes was only working I or 2 days a week during Febru-
ary and that the mail may have been handled by others
besides her, it is entirely possible that the Company did
receive the letter but that it was misplaced at some point.
Mike Cordes testified that in the first half of March he
discussed with employees Homerding, Sobrino, Martinetti,
Wagner, and York, in individual conversations, that he did
not intend for Respondent Crawford to renew the union
contract.
Mark Wagner testified that some time prior to April
1975 he had a conversation with Mike Cordes in which
Cordes said he could see no way to sign a new contract
with the Union and keep running. Cordes said he could not
afford an increase in salaries which might be coming under
the new contract and the Company was going to be liqui-
dated and he did not want to bind himself to a union if he
opened up his own company.
Additionally there was other testimony that employees
had heard rumors that the Company was not going to sign
a new union contract.
On March 25, according to Ann Cordes, her husband
Cleon dictated a letter which she typed and sent to the
Union as follows:
Carpenters District Council of Miami
2055 N.W. 17th Avenue
Miami, Florida
Gentlemen:
Notice is hereby given that the Board of Directors of
Crawford Door Sales Co., a Florida Corporation,
doing business at 7445 W 4th Avenue, Hialeah, Flor-
ida, has voted not to enter into, or negotiate any fur-
ther, contracts with the Carpenters District Council of
Miami, nor to authorize any other bargaining Agent
or Association to do likewise.
Pursuant to the above, this will apply to any and all
agreements effective April 1, 1975.
Respectfully,
CRAWFORD DOOR SALES COMPANY
C. H. Cordes,
President
CHC/adc
cc: Ralph C. Nelson, Esq.
Builders Association of South Florida
The negotiations for the new union contract were com-
pleted by March and the Company was informed that
there would be no work on April I, since a mass meeting of
union members was to be held on April 1 to vote on ratifi-
cation of the proposed contract. The contract was ratified
on April 1 and, on the morning of April 2, Union Business
Agent Jurgenson with 8 of Respondent Crawford's 13 em-
ployees met with Mike Cordes around 7:30.
Mike Cordes testified that Jurgenson asked him what the
problem was about signing the contract and he answered
that his parents had health problems and the Company
would be liquidated but he did not know when that would
be done. He said he told Jurgenson that he would be will-
ing to go along and pay the same rates and fringe benefits
that the contract provided until they liquidated but that
Jurgenson told him the men would have to be under a
union contract. He then told Jurgenson that he was left
with no choice and would have to come up with an offer of
a flat rate until he could work out a piece rate for the men.
Jurgenson mentioned that there was a proposal to drop the
carpenter's salaries but Mike Cordes replied that he could
1148 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
not afford to pay union personnel because of their lack of
productivity and their poor workmanship. Jurgenson again
asked him to sign a union contract and Mike Cordes said
that was not possible.
The decisions made were all made by Mike Cordes since
there is no testimony that he at any time consulted with his
parents about union rates or a flat rate or initiating a piece
rate.
Employee Elgar testified that during this meeting Mike
Cordes told those present that he was going to take over
the business and was going to go nonunion and he would
pay them on a piecework basis and that if they were not
interested they could leave. The eight men who were pres-
ent that morning took their tools and left.
There is a dispute as to whether a second meeting was
held with the majority group of men on the same day or on
the following day. In any event the accounts of what took
place at the second meeting are very close. Additionally
there were two other meetings held on April 2. One was a
meeting of Mike Cordes with Homerding, York, Wagner,
and Young. They met in the office with Mike Cordes
around 2:30 or 3 p.m. and Mike Cordes told them they
were loyal and he wanted them to stay. They talked over a
group insurance plan which nonunit Crawford employees
had and Mike Cordes said it was a better plan than what
the Union had. Mike Cordes next discussed with them a
piece-rate plan which he testified he had quickly drafted,
saying they could make more money with such a plan and
that he was losing money with the men working on a union
scale and he could not afford to keep the Union. The
piecework plan was discussed and some changes suggested.
Mike Cordes told them that Crawford was going to be dis-
solved but that he would operate from the same building
and they would start getting paid by him at some later
point. The four men agreed to stay and work on a flat
$8-an-hour rate until the piecework plan was completely
worked out.
Later that afternoon Mike Cordes held a meeting wth all
the Spanish-speaking employees, the dispatcher Dziedzic,
and an interpreter. Walter Dziedzic testified that Mike
Cordes said he had a piece rate plan worked out and had
an insurance policy which he felt was better than the
Union's and asked the men to stay and listen . The men
made some comments concerning the proposed rates and
Mike Cordes made some changes in the proposed sched-
ules. Carolos Sobnno asked for a copy and was told by
Mike Cordes that he could have a copy when he started to
work. When the meeting ended the men said they would let
the Company know if they would come to work
The next meeting of the employees was probably held in
the afternoon of April 3 in the plant, although there is
some disagreement on the date. According to Dziedzic,
Mike Cordes had asked him to call a few of the employees
and have them pass the word that there would be a meet-
ing. There were 9 or 10 employees at this meeting which
lasted only about 3 minutes. Dziedzic testified that Mike
Cordes said they had a piecework plan worked out and an
insurance program and he would like everybody to stay
and listen, but it would be on a nonunion basis and unless
they were interested in working as a nonunion, the meeting
did not concern them. The schedules were not passed out
since the employees then left. According to Dziedzic, holi-
days were not brought up either at that meeting or in the
previous meetings and no one worked either April 2 or 3
because Mike Cordes was still negotiating with the men.
Employee Albert Elgar said that at both meetings he
attended Mike Cordes said about the same thing ; that he
was going nonunion and was going to pay them piecework
and if they were not interested they could leave. Ray Book-
er corroborated Elgar's testimony.
Tim York, who was one of Respondent' s witnesses, was
at both the meeting of the four employees on April 2 and at
the meeting of the large group of employees on April 3 and
accepted Cordes' employment terms. York testified that at
the latter meeting Mike Cordes showed the men a piece-
work schedule and said they were going nonunion and
would be on piecework and he hoped that everyone who
wanted to work would stay with him but if they did not
want to go nonunion that was up to them since the compa-
ny was going nonunion . If they wanted to stay they could
stay around and talk, if not "Goodbye."
Mike Cordes sought to place a different emphasis on the
events in this last meeing with the employees. He stated
that Dziedzic had copies of the insurance plan and he had
copies of the piecework plan ready to distribute and told
the men he would not sign a union contract but had his
own insurance and piece rate plans for them since they had
been told they could not pay them scale and union fringes
without a contract. He said he was setting up this new plan
now rather than wait for the liquidation of Crawford and
that those who were not interested or unable to work with-
out a contract could feel free to leave, because what he had
to say from then on would not concern them. All of the
men then left.
On April 17, Cordes Door Company , Inc., became a cor-
porate entity when its incorporation papers were filed.
On April 30, after a meeting with Crawford's certified
public accountant (CPA) and following other meetings
with the CPA and Crawford's corporate attorney, a plan of
liquidation was adopted by Crawford. This plan called for
liquidation of the company with values being apportioned
to all of the Company's property both real and personal,
and with the property being divided according to the
shares held by the four share upholders with preferences
for property being given. Thus, the corporate property
7445 West Fourth Avenue, Hialeah, Florida, was transfer-
red to Cleon and Ann Cordes on May 27 in anticipation of
the liquidation and Crawford Door paid them rent for the
property for the ensuing month. Mike Cordes received fur-
niture, equipment, some trucks, inventory, and sufficient
cash with which to stay in business.
Mike Cordes and his wife Adelaide leased half of the
premises at 7445 West Fourth Avenue from his parents at a
monthly rental of $1,665 plus tax. Adelaide Cordes is not
actively engaged in the business. Some of the company
trucks were sold to employees and one or two trucks were
sold to other persons. Some of the trucks which remained
had Crawford signs on them and some trucks had the
name Cordes on them. There is a new sign on the property
which says Cordes Door Company, Inc.
In the yellow pages of the telephone directory for the
area are two advertisements for Cordes Door Company.
CRAWFORD DOOR SALES COMPANY 1149
One ad states the Company sells Crawford doors, and the
second , a large ad, states that Cordes Door Company was
formerly Crawford Door Sales Company, and notes the
services it offers.
B. Analysis and Conclusions
Michael Cordes had been with Crawford Door for some
6 years and was its vice president and apparently its man-
aging agent at the time of the events in March and April
1975. There is no mention whatever by any of the partici-
pants of Cleon Cordes being present at any of these inci-
dents or being consulted or having anything to say about
what took place. The only indication we have that Cleon
Cordes had anything to do with Crawford at that time is
his wife Ann 's testimony that he dictated a letter on March
25, which was sent to the Union . What Michael Cordes
told the employees on several occasions and told Union
Agent Jurgenson, that his parents were semiretired and
were getting ready to liquidate , was apparently true. It is
also clear that Mike Cordes was running Crawford at that
time and made the decisions as to what was to be done.
The plan of liquidation was established to allow Mike
Cordes to have the wherewithal to continue the business
and to enable his parents to relieve themselves of the re-
sponsibility of the Company . However, it is clear that
Cleon Cordes is still actively engaged in the business al-
though his son Mike has the final voice in Cordes Door.
The contract with the Union was specific concerning the
notice that a company must give the union to relieve itself
from being bound either through its membership in an as-
sociation or as an individual signee to the collective-bar-
gaining contract from future liability to contracts to be
negotiated . It would make no difference essentially wheth-
er the Union had notified Crawford Door Company re-
garding its reopening of the contract , because if the Union
had not notified anyone that it was going to reopen the
contract 60 days before its expiration that contract would
automatically have been renewed according to its terms.
The provision for notice by the Union could not have oper-
ated against allowing negotiations for a new contract. It
could not release the parties to the contract from contrac-
tual obligations . Therefore it was not a failure by the
Union that caused Crawford to continue being a member
of the Association or to fail to give timely notice to the
Union that it was withdrawing . Mrs. Ann Cordes sought to
excuse the failure to notify the Union by stating that her
copy of the union contract did not contain copies of the
last pages which contained the provisions about notifica-
tion to the Union . As may be seen from the copy of the
contract in evidence , there are some perforated pages for
removal in the back of the contract book on which the
language about notification to the union is contained But
the language is also on an unperforated page near the end
of the contract . Mrs. Cordes used her copy of the contract
to prepare the pay for the employees , since she had to con-
sult the rate and pay schedules, etc.
Since this particular page was the signature page, it is
likely that Cleon and Mike Cordes had other copies of the
contract which contained this page but Mike Cordes was
not asked about this subject and Cleon Cordes did not
testify. All that Crawford did was to send the Union a
letter on March 25, after the terms of the new contract had
been concluded , to advise the Union it was not going to
enter into a contract with the Union.
Crawford 's notice was not timely either under the con-
tract or under Board law. Therefore Respondent Crawford
had an obligation to sign the new contract.
There is no question about the unit or a lack of majority
since the employees in the unit were union members who
had their dues deducted from their pay and the Company
was paying fringe benefits and turning over their dues to
the Union.
Michael Cordes testified that it was because his parents
were liquidating the corporation and because he did not
want to be bound by the union contract that Crawford
refused to sign the contract on and after April 1 But Craw-
ford , at that point , had a legal obligation to sign the con-
tract and to be bound by that contract as long as it was in
business . It is apparent that Michael Cordes felt that, if
Crawford signed the contract , his company , Cordes Door,
which would begin business several months later , would be
bound by that contract and because he did not want to be
bound to a union contract and wanted to establish a non-
union firm he had Respondent Crawford refuse to sign the
contract . There was no question of Respondent Crawford's
ability to sign the contract and live under it until it ceased
business for as Mike Cordes testified he was willing to pay
the union scale and fringes while Crawford stayed in busi-
ness. Mike Cordes testified that he started the piecework
rates and other plans and negotiated with the employees
because he said he was told by the Union that if he was
going to pay union scale and fringes he would have to sign
the contract . It is perfectly clear then that Crawford did
not sign the union contract because Mike Cordes did not
want Cordes Door to be bound by that contract.
Therefore Respondent Crawford refused to sign the
union contract not because it was going out of business,
but rather to assist Cordes Door in going nonunion. Craw-
ford violated Section 8(a)(5) and ( 1) of the Act at the be-
hest and instigation of and by the actions of the principal
managerial agent of Cordes Door for Cordes Door 's bene-
fit.
I conclude and find that Respondent Crawford violated
Section 8(a)(5) and (1) of the Act by refusing to sign the
negotiated contract because its notice to the Union and its
withdrawal from the Builders Association of South Florida
were not timely and that it further violated Section 8(a)(5)
of the Act by unilaterally negotiating with the employees in
regard to wages, hours, and working conditions and chang-
ing said wages and working conditions Respondent Craw-
ford continued to refuse to sign this contract while Craw-
ford remained as an active business and Respondent
Cordes on the commencement of its business as a successor
employer to Crawford on July 1 continued that refusal to
sign the contract or recognize and deal with the Union.
Respondent Crawford and Respondent Cordes take the
position that the employees were on strike since they did
not come to work on April 1 , and that when they did not
accept the offer that Mike Cordes made to the employees
of an $8-an-hour wage until they negotiated a piece rate
that the employees, by refusing to continue working for
1150 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
Respondent Crawford at that point, engaged in a strike
albeit an unfair labor practice strike.
General Counsel and the Union's theory is that Respon-
dent Crawford was under an obligation to sign the contract
and abide by its terms and that by refusing to do so and by
unilaterally negotiating with the employees and changing
the terms and working conditions of its employees and in-
forming them that it would not be a union operation, at
that point discharged them either directly or constructively
and that the men who did not accept Respondent's illegally
proffered terms are discharged discriminatees who should
be offered reinstatement and made whole by the Respon-
dents.
It is clear that the employees were not on strike on April
1, but that all of the employees in this craft in the Miami
area were attending a mass meeting concerning ratification
of the recently negotiated contract and Respondent Craw-
ford acknowledged it had been previously informed of this
meeting and did not claim it voiced any objection to its
employees not working on that day. Respondent Crawford
had made it known to the Union through its March 25
letter to the Union and to the employees by talking with
some of them that it would not sign a union contract after
the previous contract expired. There is no mystery at that
point as to why Union Business Representative Jurgenson
showed up with the employees on the following morning to
discuss with Crawford why it said it would not sign the
contract telling him that the wages had not been increased
and that there was even a move afoot to cut the wages,
which should make the contract even more palatable. Mike
Cordes' refusal to sign the contract as found above was not
grounded on wages, since they were the same as the previ-
ous contract, but on his plans for his future company and
not wanting to be bound by a union contract. His message
to the employees on both April 2 and the subsequent meet-
ings was clear, that they could accept his terms and go
nonunion or they could leave since they would have noth-
ing to talk about. The terms offered were an ousting of the
Union as the employees bargaining representative and the
discouragement of union membership and as such this was
an illegal condition of employment. Presenting the employ-
ees with such a choice is to discharge them in violation of
Section 8(a)(3) and (1) of the Act since it strikes at the very
heart of the Act and I so find and conclude. See Blue Cab
Company and Village Cab Company, 156 NLRB 489 (1965).
The facts of this case distinguish it from the successor
cases cited to me by the parties including Makela Welding,
Inc., Kemp Welding, Inc., 159 NLRB 964 (1966). The distin-
guishing feature is that here the unfair labor practices were
committed for the benefit of the successor company.
There is no question but what Cordes Door is a succes-
sor to Crawford as Cordes Door concedes in its brief.
Cordes Door continued the same business in the same lo-
cation with the same type of employees. The number of
employees was reduced by Crawford's unfair labor prac-
tices prior to the time Cordes Door commenced business,
but Cordes Door continued the operations and the same
employees with no discernible break. The continuity of the
business is emphasized by Cordes' advertisement in the
Yellow Pages of the local telephone directory. The vice
president of Crawford, Mike Cordes, who had been the
acting head of Crawford for about the last 6 months of that
company's active business life and had made the decisions
which are herein found to be unfair labor practices, as the
available evidence demonstrates, was the president of the
new Company and actively directed it. The former inactive
(due to illness at that time) president of Crawford works
for and is active in the new company but is not a director,
stockholder, or officer.
There is no evidence to demonstrate other than that the
corporate ownership is different, with Mike Cordes and his
wife Adalaide being the sole stockholders in Cordes Door
as contrasted with the arrangement in Crawford where
Mike Cordes was a minority stockholder. There is no evi-
dence but what the dissolution of Crawford was legitimate
and intended for legitimate reasons: to get Cleon and Ann
Cordes released from the ownership and management re-
sponsibilities they found onerous because of their physical
condition.
Since corporate ownership appears to be a sine qua non
for a finding of alter ego, that ingredient is missing and the
alter ego contention cannot be sustained.
In K.B. & J. Young's Super Markets Inc., 157 NLRB 271
(1966), affd. 377 F.2d 463 (C.A. 9, 1967), it was found that
a successor corporation was liable with the predecessor to
remedy the unfair labor practices which the predecessor
had committed at the behest of the successor. In particular,
the finding of the Administrative Law Judge that the suc-
cessor violated the Act by refusing to honor the contract
which the predecessor had with the union was rejected by
the Board because the union had given notice of its desire
to reopen the contract and because the union had not ex-
cepted to the absence of a positive recommendation to
honor the contract. Those circumstances are not present in
this case. The contract had been negotiated and Respon-
dent Crawford was under an obligation to sign the contract
and live under it. The unfair labor practices here were com-
nutted to allow the successor to escape that contract and in
attempting to do so, the successor had the predecessor vio-
late Section 8(a)(1), (3), and (5) of the Act with the princi-
pal of the successor actively committing those violations. It
would be unconsciounable to allow Cordes Door to escape
the results of its principal's actions in violating the Act.
The status quo ante can be restored in this case by rein-
stating the discharged employees, with Respondent Craw-
ford making them whole through June 30, 1975, and Re-
spondent Cordes reinstating them and making them whole
from July 1, 1975, until they are reinstated. Respondent
Crawford and Respondent Cordes Door are to honor the
negotiated contract, sign it, and pay the fringe benefits,
wages, etc, due under the contract and it will be so or-
dered.
III. THE EFFECT OF THE UNFAIR LABOR PRACTICES UPON
COMMERCE
The activities of Respondent Crawford and Respondent
Cordes Door set forth in section II, and therein found to
constitute unfair labor practices in violation of Section
8(a)(1), (3), and (5) of the Act, occurring in connection
with business operations set forth above in section I, have a
close, intimate, and substantial relationship to trade, traf-
CRAWFORD DOOR SALES COMPANY 1151
fic, and commerce among the several States and tend to
lead to labor disputes burdening and obstructing com-
merce and the free flow of commerce.
IV. THE REMEDY
Having found that Respondents engaged in the unfair
labor practices set forth above, I recommend that they
cease and desist therefrom and take certain affirmative ac-
tion designed to effectuate the policies of the Act as fol-
lows:
Respondent Crawford and Respondent Cordes Door
shall each sign, honor, and apply the collective-bargaining
agreement ratified by the Union members on April 1, 1975,
and proffered to Respondent Crawford for its signature on
April 2, 1975.
Respondent Cordes Door shall offer to all employees
who were employed by Respondent Crawford in the unit
on April 1, 1975, immediate and full reinstatement to their
former positions, without prejudice to their seniority and
other rights and privileges, dismissing if necessary any em-
ployees hired by either Respondent Crawford or Respon-
dent Cordes Door in the interim. Respondent Crawford for
the period April 2, through June 30, 1975, and Respondent
Cordes Door from July 1, 1975, until the employees are
reinstated, shall make all the said employees whole for any
loss of pay they may have suffered by reason of the dis-
crimination practiced against them by payment to each of
them of a sum equal to that which they would have nor-
mally received as wages from April 2, 1975, until they are
reinstated less any net earnings for the interim. Backpay is
to be computed on a quarterly basis in the manner estab-
lished by the Board in F W Woolworth Company, 90
NLRB 289 (1950), with interest at the rate of 6 percent per
annum to be computed in the manner set forth in Isis
Plumbing & Heating Co, 138 NLRB 716 (1962). I further
recommend that Respondents make available to the Board,
upon request, payroll and other records in order to facili-
tate checking the amounts of backpay due them and any
other rights or fringe benefits they might be entitled to
receive.
Since the unfair labor practices committed here strike at
the heart of the Act, I will recommend that Respondent be
ordered to cease and desist from violating the Act in this or
any other manner. On the basis of the foregoing findings
and the entire record, I make the following:
CONCLUSIONS OF LAW
1. Respondent Crawford and Respondent Cordes at the
times material were employers engaged in commerce with-
in the meaning of Section 2(6) and (7) of the Act.
2. The Union is a labor organization within the meaning
of Section 2(5) of the Act.
3. All Journeymen-Carpenters and Carpenter-Appren-
tices employed by Employer-Members of the Builders As-
sociation of South Florida, excluding all other employees,
guards, and supervisors as defined in the Act, constitute a
unit appropriate for the purpose of collective bargaining
within the meaning of Section 9(b) of the Act.
4. The Union at all times material herein was and is the
exclusive representative of all employees in the aforesaid
unit for the purposes of collective bargaining.
5. By refusing on and after April 2, 1975, to sign, honor,
and apply the contract negotiated on its behalf with the
Union, and by bargaining unilaterally with the employees
in regard to wages, hours and working conditions and by
unilaterally changing wages and working conditions, Re-
spondent Crawford and its successor Respondent Cordes
Door have violated and are violating Section 8(a)(5) and
(1) of the Act.
6. By unilaterally imposing illegal conditions of work on
its 13 unit employees on April 2, 1975, by telling them they
could only work as nonunion employees and thereafter en-
forcing such conditions, Respondent Crawford and its suc-
cessor Respondent Cordes Door have violated and are vio-
lating Section 8(a)(3) and (1) of the Act.
Upon the foregoing findings of fact, conclusions of law,
and the entire record in this proceeding, and pursuant to
Section 10(c) of the Act, I hereby issue the following rec-
ommended:
ORDER2
Respondent, Crawford Door Sales Company Inc., and
its successor Cordes Door Company Inc, Hialeah, Florida,
their officers, agents, successors, and assigns, shall: -
I Cease and desist from:
(a) Unlawfully refusing to sign, honor, and apply the
collective-bargaining agreement negotiated on their behalf
by Builders Association of South Florida with the Union
and ratified by the union members on April 1, 1975.
(b) Discharging its unit employees by imposing illegal
conditions of employment on them.
(c) In any other manner interfering with, restraining, or
coercing employees in the exercise of their rights under
Section 7 of the Act
2. Take the following affirmative action which is neces-
sary to effectuate the policies of the Act:
(a) Sign, honor, and apply the collective-bargaining
agreement referred to above.
(b) Offer reinstatement to the 13 unit employees in Re-
spondent Crawford's employ on April 2, 1975, and make
them whole for the discrimination against them in accor-
dance with the recommendations set forth in the part of
this Decision entitled "The Remedy."
(c) Post at the plant in Hialeah, Florida, copies of the
attached notice marked "Appendix." 3 Copies of said no-
tice on forms furnished by the Regional Director for Re-
gion 12, after being duly signed by authorized representa-
2 In the event no exceptions are filed as provided by Sec 102 46 of the
Rules and Regulations of the National Labor Relations Board, the findings.
conclusions, and recommended Order herein shall, as provided in Sec
102 48 of the Rules and Regulations, be adopted by the Board and become
its findings, conclusions, and Order, and all objections thereto shall be
deemed waived for all purposes
i In the event that the Board's Order is enforced by a Judgment of a
United States Court of Appeals. the words in the notice reading "Posted by
Order of the National Labor Relations Board" shall read "Posted Pursuant
to a Judgment of the United States Court of Appeals Enforcing an Order of
the National Labor Relations Board "
1152 DECISIONS OF NATIONAL LABOR RELATIONS BOARD
tives of Respondents , shall be posted by Respondents spondent to insure that said notices are not altered, de-
immediately upon receipt thereof and maintained by them faced , or covered by any other material.
for 60 consecutive days thereafter, in conspicuous places, (d) Notify the Regional Director for Region 12, in writ-
including all places where notices to employees are cus- ing , within 20 days from the date of this Order, what steps
tomarily posted . Reasonable steps shall be taken by Re- Respondents have taken to comply herewith.